Regulation on the Administration of Market Entity Registration （2022）
Source: State Council of the People’s Republic of China
This English translation is provided for reference within the FDIChina Law Section. For guidance on incorporating these provisions into China company registration or WFOE establishment, please visit our relevant service pages.
Chapter I – General Provisions
Article 1
This Regulation is formulated in order to regulate the registration of market entities, safeguard the lawful rights and interests of market entities, maintain the market order of fair competition, and promote the development of a unified national market economy.
Article 2
For the purpose of this Regulation, “market entities” refer to natural persons, legal persons, and unincorporated organizations that engage in business activities within the territory of the People’s Republic of China, including enterprises, individual industrial and commercial households, and other market participants.
Article 3
The registration of market entities shall adhere to the principles of legality, openness, fairness, honesty, and creditworthiness.
Article 4
The State Administration for Market Regulation (SAMR) shall be responsible for supervising and guiding the registration of market entities nationwide. Local people’s governments at or above the county level shall strengthen organizational leadership over the administration of market entity registration, provide necessary safeguards, and promote the establishment and improvement of a unified and standardized registration system for market entities.
For more details on Chinese market regulation, refer to our China Market Entry Guide.
Article 5
The market regulation departments of local people’s governments at or above the county level are the registration authorities for market entities.
The State establishes a unified national platform for market regulation and registration services to provide registration services for market entities.
Registration authorities shall perform the statutory duties of registration, strengthen supervision during and after registration, and improve the efficiency and quality of registration services.
Article 6
The State implements a unified market entity registration number system. Market entities shall be uniformly identified by a unified social credit code in accordance with state regulations.
To understand how the unified social credit code applies in foreign-invested enterprises, consult our China Company Law summary.
Article 7
The State implements an electronic registration system for market entities. Market entity registration may be conducted online, and electronic business licenses have the same legal effect as paper business licenses.
Article 8
The State implements a system for publicly disclosing market entity registration information. Registration authorities shall publicize registration information of market entities in accordance with the law and ensure the authenticity, accuracy, and completeness of such information.
Foreign companies may find the public disclosure system relevant when preparing for China business setup.
Article 9
Relevant departments of local people’s governments at or above the county level shall, within their respective duties, cooperate with the registration authorities in the administration of market entity registration.
Article 10
No organization or individual may require a market entity to obtain approval, filing, or other administrative procedures that are not stipulated by laws, administrative regulations, or decisions of the State Council as a prerequisite for registration.
Chapter II – Registration Items
Article 11
The registration items of market entities include:
(1) Name;
(2) Type;
(3) Domicile or principal place of business;
(4) Legal representative or responsible person;
(5) Registered capital or subscribed capital contribution;
(6) Business scope;
(7) Duration of business operations;
(8) Other items required to be registered in accordance with laws and administrative regulations.
Article 12
For market entities that are enterprises, the domicile or principal place of business shall be stated at the time of registration. One domicile or principal place of business may be used to register more than one market entity in accordance with the law.
Article 13
The business scope of a market entity shall be determined on the basis of its business activities.
Where business activities are subject to approval in accordance with laws or administrative regulations, such activities may be listed in the business scope only after obtaining approval.
Where business activities are subject to filing requirements in accordance with laws or administrative regulations, such activities may be listed in the business scope only after the filing procedures are completed.
Article 14
The name of a market entity shall comply with laws and administrative regulations.
Registration authorities shall not register names that:
(1) Damage national or public interest;
(2) Are misleading or fraudulent;
(3) Contain content that violates laws or administrative regulations;
(4) Other circumstances as provided by laws and administrative regulations.
Article 15
Where the name of a market entity has been registered, another market entity shall not use the same name within the same administrative region, except as otherwise provided by the State.
A market entity that has obtained the registration of a name shall enjoy the right to use the name in accordance with the law.
Article 16
A market entity applying for the registration of name shall follow the principles of honesty and creditworthiness and shall not obtain registration by false means.
Article 17
Registration authorities shall establish a name objection and dispute handling mechanism.
Where an interested party raises an objection to a registered name, it shall be handled in accordance with laws and administrative regulations.
Article 18
A market entity applying for registration shall submit true, accurate, and complete information.
Registration authorities shall examine the materials submitted by market entities in accordance with the law.
Article 19
Where registration authorities find that the application materials do not comply with statutory requirements or contain errors, they shall inform the applicant in a timely manner and allow for corrections.
If the applicant refuses to make corrections or fails to make corrections within the prescribed time limit, the registration application shall not be approved.
Article 20
Registration authorities shall publicly disclose registration items of market entities in a timely manner in accordance with the law.
Public disclosure shall ensure the authenticity, accuracy, and completeness of the registration information.
Chapter III – Registration Procedures
Article 21
Market entities applying for registration shall submit application materials through the unified national platform for market regulation and registration services or to the registration authority.
Article 22
Registration authorities shall, upon receiving the application materials submitted by a market entity, determine on the spot whether the application materials are complete and comply with statutory form requirements.
If the application materials are incomplete or do not comply with statutory form requirements, the registration authority shall inform the applicant at once of all necessary corrections.
Article 23
Registration authorities shall, upon receiving complete application materials submitted by a market entity, make a decision on whether to approve the registration within the statutory time limit.
If the statutory requirements are met, the registration shall be approved; if the statutory requirements are not met, the registration shall not be approved.
Article 24
Registration items of a market entity shall be publicly disclosed within the time limit prescribed by the State after registration is completed.
Article 25
Where a market entity applies for the establishment registration, the registration authority shall issue a business license or other registration certificate in accordance with the law.
A market entity shall complete its registration only after being issued a business license or other registration certificate.
Article 26
Where a market entity applies for changes to registration items, it shall submit an application for change registration to the registration authority.
Registration authorities shall update and publicly disclose the relevant registration information in a timely manner.
Article 27
Where a market entity applies for deregistration, it shall submit the deregistration application to the registration authority in accordance with the law.
Registration authorities shall cancel the registration and publicly disclose the deregistration information within the prescribed time limit.
Article 28
Registration authorities shall simplify registration procedures, improve registration efficiency, and optimize registration services.
The State encourages market entities to handle registration through online methods.
Article 29
Registration authorities shall, in accordance with the law, strengthen supervision during and after registration and investigate and handle illegal acts relating to market entity registration.
Article 30
Registration authorities and their staff shall not require a market entity to provide materials that are not required by laws, administrative regulations, or decisions of the State Council.
Article 31
Registration authorities and their staff shall not engage in or participate in intermediary services relating to market entity registration.
Chapter IV – Administration of Domicile (Principal Place of Business) Registration
Article 32
Market entities shall register their domicile or principal place of business with the registration authority in accordance with the law.
The domicile or principal place of business of a market entity is the location where its principal business operations are conducted or where its main office is located.
Article 33
Market entities may use one domicile or principal place of business to conduct business activities that are not prohibited by laws, administrative regulations, or decisions of the State Council.
Article 34
Market entities may, in accordance with laws and administrative regulations, use premises for production and business activities by means such as leasing, borrowing, or sharing.
Article 35
Market entities using premises for production and business activities shall comply with laws, administrative regulations, and management requirements regarding planning, land use, property management, fire safety, environmental protection, and other matters.
Article 36
Registration authorities shall not require a market entity to provide proof of ownership or use rights of its domicile or principal place of business, except where otherwise stipulated by laws, administrative regulations, or decisions of the State Council.
Article 37
Market entities engaging in business activities across different locations shall comply with relevant laws and administrative regulations regarding branch registration, business filing, and other management requirements.
Chapter V – Supervision and Administration
Article 38
Registration authorities shall strengthen supervision during and after registration, establish and improve a credit-based supervision mechanism, and promote the formation of a market environment in which honesty is encouraged and violations are penalized.
Article 39
Registration authorities shall establish a unified and standardized database of market entity registration information and strengthen the sharing and application of registration information.
Article 40
Registration authorities shall conduct verification or on-site inspection of registration information that is suspicious, abnormal, or may involve illegal acts.
Market entities shall cooperate with the verification or inspection in accordance with the law.
Article 41
Where registration authorities discover false registration, concealment, or other illegal acts, they shall handle the case in accordance with the law and publicly disclose the handling results.
Article 42
Registration authorities shall include illegal acts such as providing false materials or concealing important facts in the credit records of market entities and publicly disclose such information in accordance with laws and administrative regulations.
Article 43
Registration authorities shall, in accordance with laws and administrative regulations, collaborate with relevant departments to conduct joint supervision and joint disciplinary action against market entities that seriously violate laws and regulations.
Article 44
Any organization or individual has the right to report violations of the provisions on market entity registration.
Registration authorities shall handle reports in a timely manner, protect the lawful rights and interests of informants, and keep their information confidential.
Chapter VI – Legal Liability and Supplementary Provisions
Article 45
Where a registration authority or its staff violates the provisions of this Regulation by engaging in any of the following acts, the directly responsible persons in charge and other directly responsible personnel shall be given sanctions in accordance with the law; where a crime is constituted, criminal liability shall be pursued in accordance with the law:
(1) Failing to perform statutory duties;
(2) Handling registration matters in violation of laws or administrative regulations;
(3) Requiring market entities to provide materials not required by laws, administrative regulations, or decisions of the State Council;
(4) Engaging in or participating in intermediary services related to market entity registration;
(5) Divulging commercial secrets or personal information obtained during the registration process;
(6) Other acts of abuse of power, dereliction of duty, or illegal behavior.
Article 46
Where a market entity obtains registration by submitting false materials or concealing important facts, the registration authority shall order corrections and impose penalties in accordance with the law.
Where the circumstances are serious, the registration authority may revoke the registration.
Article 47
Where a market entity fails to comply with the provisions of this Regulation by refusing to cooperate with verification or inspection, or by providing false information, the registration authority shall order corrections and impose penalties in accordance with the law.
Article 48
Where any organization or individual violates the provisions of this Regulation and constitutes a violation of public security administration, public security administrative penalties shall be imposed in accordance with the law; where a crime is constituted, criminal liability shall be pursued in accordance with the law.
Article 49
This Regulation shall come into force on March 1, 2022.
The Regulation on the Administration of Enterprise Registration promulgated by the State Council on July 13, 1994, and amended on February 19, 2005, and February 6, 2016, shall be repealed simultaneously.
Disclaimer: The regulation of company registration in China is translated by FDIChina for reference only. There may be different interpretations of the Chinese version.